Share purchase agreement: short form: single target company

by Practical Law Corporate

A standard document that provides a short form share purchase agreement (SPA) for the acquisition of the entire issued share capital of a single private limited company. Drafted from the buyer's perspective, this document is intended for straightforward transactions governed by the laws of England and Wales, where signing and completion occur simultaneously. It sets out the core terms of the transaction, including the agreement to sell and buy the shares, the purchase price mechanism and the detailed obligations for both the buyer and seller at completion. This agreement features detailed seller warranties covering areas such as share capital, corporate compliance, accounts, assets, employment and property. To protect the buyer's investment post-acquisition, this document includes restrictive covenants from the seller, such as non-compete and non-solicitation undertakings. Note: As this document is a simplified, short form agreement, it does not incorporate the full range of buyer-protection provisions that are generally included in a longer form SPA. This document should therefore be read in conjunction with the drafting notes and reference should also be made to the Practical Law long form SPAs as appropriate.